Prisoner of Power
by serina-phantom
Summary: FULL SUMMARY INSIDE. Slightly AU. A week after his 18th birthday, an accident happened, and Ben's responsible for it. As such, he is punished. But no one could have predicted the outcome of this accident and his punishment. The world regrets it now...


**Title**: Prisoner of Power

**Author**: animehime20/serina-phantom

**Fandom**: Ben 10 Ultimate Alien

**Pairings**: N/A (Mentions of Gwevin and several others)

**Rating**: T

**Disclaimer**: I do not own _Ben 10_, _Ben 10: Alien Force_, or _Ben 10: Ultimate Alien_ in any way! The _Ben 10_ franchise is (c) of Man of Action.

**Warning**: Character death, violence, and language

**Summary**: AU. In the future on his eighteenth birthday, Ben's supposedly non-existent anodite powers awaken and start to drive him mad with power. Gwen is desperate to save him, even if it destroys her. But no one could ever predict what these events would unearth—a life, a world, ruled by a power-mad and heart-broken dictator who can't be defeated. Sixteen-year-old Ben Tennyson must face his older self to prevent this terrible future from happening.

* * *

><p>Me: Hello, all!<p>

Lucy: First of all, Ke-Chan and I have never done a Ben 10 story, so we're both a little new to this fandom. So we would like to ask that you all go easy on us, as we've put hours of work into this story and if you don't like it, then please just hit the back button and pretend it never happened.

Me: Now, how did this story first come to be? Well, to be 100% honest, one day I was reading through my old W.I.T.C.H. books just for the hell of it—and then I started reading the parts of the story when Nerissa showed up. Nerissa was always my favorite villain from that series. And then I got to thinking, _Hey, what would happen if a character went insane after the death of someone close to them, like a best friend or a family member?_

Lucy: Later that night, we were watching Cartoon Network, and an episode of Ben 10 Ultimate Alien came on, and it hit her.

Me: Somehow, I wanted to do a story where Ben went insane after the death of someone close to him, and I figured it would be all the better if he was the cause of their death. So I created this story out of those thoughts!

Lucy: To be clear, Ke-Chan and I do NOT hate Gwen at all!

Me: I merely used her because I thought that, since she and Ben are much closer now than they were in the original series, her death—especially by his hand—would drive him over the edge of insanity.

Lucy: We also wanted to use Ben because he's never gone evil as most main characters do, so we were wondering how it would be to have an evil Ben rule the world, especially one who's not in his right mind.

Me: And thus, this story began!

Lucy: Please remember that this story is slightly AU—this future is an alternate future.

Me: We hope you all enjoy it—we put a lot of work into it!

* * *

><p><strong>PROLOGUE: IMPRISONED IN THE MOUNTAINS<strong>

* * *

><p><em>Ben and Gwen<br>__Ran off again  
><em>_To do a little battle_

_Gwen fell down  
>In a white gown<br>And Ben went insane after_

—Benjamin Tennyson's Lullaby

* * *

><p><em>[The Future...]<em>

Ben knelt on the floor in the middle of his living room, gazing out the pale stone with a concentration so intense that he was not aware of anything else: neither the rustling of the curtains in the window nor the sun beginning to go down in the distance nor the baleful stare of his puppy who observed him from the other side of the room. All he could see and think about was the stone.

Wrapping his hands lovingly around the smooth pebble, he brought it to his chest. A strange feeling washed over him. He recognized it as fear.

_I should be use to this_, he thought. _I've been scared before_.

But the tears stung as sharply as they had the first time they'd come, the day he first found the Omnitrix eight years ago. _I will never get use to this_, he thought. _For the rest of my life, I will be afraid of the Omnitrix and my aliens_.

He stared at his wrist, where the object of his hatred laid. It was a new object, created by Azmuth and changed by Albedo. The two names sent shivers down his spine.

Ben willed himself to think of the positives: his cousin and Kevin laughing with him on their way to Mr. Smoothie; Kevin presenting him with a car for his sixteenth birthday two years ago; Gwen giving him a beautiful silver necklace several weeks ago when he turned eighteen; the way they supported him through everything he did…

Now the tears were flowing down Ben's cheeks, blinding him to everything but the images of his friends. _I have to face it_, he thought. _They are in danger as long as they are with me. They are in danger as long as I am Ben 10. As long as I have these powers—my aliens, and my anodite heritage_…

Anodites... aliens... Suddenly Ben saw the images of himself and his friends—all of them this time: the Plumber's Kids, Cooper, Gwen and Kevin—fighting the Highbreeds and Vilgax and winning. He recalled those battles and their outcomes happily. Then he remembered Gwen at his door yesterday, telling him something he didn't want to hear.

Ben could still see the concern on her face as he turned away from her. He could still hear the slam of the door and feel her sorrow. But it seemed that it had all happened a lifetime ago, so meaningless and worthless now.

As he glanced up, Ben scanned the room. His parents had gone to the movies, so he was all alone in his house, except for his watchful dog, who slept peacefully in the corner of the room. Ben felt utterly alone, but he didn't mind. But he also felt much different than he usually did in these situations.

He didn't feel the urge to call up Kevin to watch football or Sumo-Slammers or play video games. He didn't want to hop in his car and drive down to Mr. Smoothy. He didn't feel the desire to call Julie and hang out. He didn't feel the need to bother Gwen and ask for help with his powers.

_I don't_ need _help_, he thought bitterly. _I'm totally in control_.

What was it, Ben wondered. This feeling. _I feel sad, but also very strong. Stronger than I've ever felt before_.

Now that he figured it out, Ben reflected on his power. He thought of the way plants and trees must feel during the start of spring, how a king who just won a war must feel while gazing down at his new subjects and relishing in victory. Yes, Ben decided, he felt the same way. Powerful and strong.

Ben's heart was beating very fast.

_It's like I finished running a marathon in gym class without running out of breath_, he thought. _It's the way I felt when I first got the Omnitrix, along with the fear; or the moment I met Julie. Or when Kevin became our friend_. The feeling was as if all of these were happening at once.

For the first time in a while, Ben wasn't afraid of anything.

Suddenly, a blissful vision came to him. He stood up and stretched, keeping his eyes on the stone. _What if I can do away with all of my enemies at once?_ he thought. Gently, the touched the stone and relished in the soft sting of power coursing through his veins like a drug. What if he could actually do it? He had more power than Gwen, more than his Grandma Verdona even! It wouldn't take much energy, he guessed. He felt powerful and unstoppable. The feeling was so wonderful that he shouted at the top of his lungs, "I don't know why, but I can do it!"

He drew his clenched fists to his chest. "I can't mess up. I can get rid of all my enemies, right here, right now, and it won't take anything!"

More fear flashed through his mind for a moment, but Ben shoved it back immediately. He could see the mana in the room, great shafts of brilliant pink and green and blue light swirling around him like a hurricane. _I only have to make the mana do what I want_, he thought.

With the magic coursing through him, Ben conjured up two large streams of neon green energy. _My mana is stronger than any other anodite in the cosmos! Who cares if I don't have the 'spark'? I'll get rid of all my enemies!_

With all of his might, Ben thrust the magic energy toward the open window—outside of which awaited his enemies somewhere in his massive universe.

The mana shot right back into Ben's face. It was as if he had thrown a rubber ball. He looked around the room wildly, trying to figure out where he went wrong.

When he looked down, he realized that nothing was wrong at all. His pale skin shimmered with the green light of his mana. His skin felt like little more than a coat over his true form—he thought of Grandma Verdona's humanoid dark pink mana body, and imagined himself as a green anodite. He was a little afraid to try and shed his human skin, but a small sliver of himself wanted to tear the flesh away like a seal and be free.

_This is the first step in using my anodite powers_, Ben thought, rejoicing. _But_, he realized, _Gwen's not here to help me if things go wrong. Neither is Kevin or my other friends. I'm on my own_.

For a brief moment, Ben felt the full force of his worries and grief. He missed Gwen being there for him, and he missed Kevin calling him 'Tennyson' and hurling playful insults at him. _Why did I want to be alone?_ he wondered.

Once again, however, he struggled to control the situation. He was harder on himself than he'd ever been.

"You will not break down right now!" His voice was loud and clear, and it sounded strange, even to his ears. "I'm not going to fail!"

Again and again, Ben tried to focus enough to channel his magic out the window and into the universe; from the stone—amplifying his mana and giving him strength—to his own inner mana, then out into the universe to annihilate his enemies.

_What's going on? Why won't it do as I say?_

Ben vowed not to let the mana intimidate him—after all, he had faced harder challenges under much more adverse conditions before. It was all part of the responsibility bestowed upon him by the Omnitrix and the Ultimatrix.

Try as he might, the mana would not obey him.

_I don't like this_, he fumed silently. _Why won't it do what I say?_

Ben still felt the massive surge of energy, but his skin wasn't glittering with green light anymore. He started to feel discouraged. He took the stone off the floor and held it to his cheek. The cool feeling calmed his nerves.

The mana was so strong that Ben couldn't keep up with it. The 'spark' must have been crucial to using anodite powers to their full potential. He remembered how Ben 10000 was able to use a few simple spells, but he felt so much more powerful than that! He knew he could do more!

"I'm not giving up!" he yelled. He didn't know who would hear him, but he didn't care.

Anger surged through him. These stupid anodite powers would not get the better of Ben Tennyson. He closed his eyes and tried to channel his powers again.

But, as Ben started to conjure more of his new power, an odd thing happened. The door behind him banged open, and the stone flew out of his hand. He made a grab for it, but it was encased in a pink mana ball.

"Ben, stop!" came a familiar voice. "You have to stop this!"

"What's going on?" He snapped. He whirled on the girl in the doorway. "Give me back the stone, Gwen!"

"No, Ben." Her voice was clear, but filled with terror and concern. Her green eyes shimmered—with tears, Ben realized. Her hair was still as short as it had been on his birthday, to her chin. She was obviously ready for bed, dressed in her pajama camisole and pants. Her hand was awash in pink mana.

"Please, Ben," she said, her voice calm. "You need to stop this."

Rage flooded through Ben's body and soul. How dare Gwen come here and try to stop him, try to tell him what to do!

"You're going to hurt yourself, Ben," Gwen pleaded.

_I don't care if I hurt everyone in Bellwood_, he seethed. _I will not be stopped!_ "Give me back the stone, Gwen," he said. "You're wasting your time."

Gwen's expression was horrified and fearful. For herself or for him, Ben wasn't certain. "No, Ben," she said. "I'm not giving you the stone back. It's evil."

Ben felt his power high dwindling. _What's going on? Am I losing momentum? Is the power disappearing? No! Not now! I haven't gotten rid of my enemies yet!_ Ben's mind was full of distress. If he lost the power now, he might never get it back again. This chance to rid himself of his enemies came once in a life time. He wasn't going to surrender it!

Ben remembered the pain in the moment he'd found the stone. He remembered how scared he'd been when he touched it, then how unafraid he was, how strong he felt.

Like a volcano, his rage exploded. He had been struggling for hours to hang onto his self-control.

"If you don't control your mana, it'll destroy you," Gwen implored.

"I don't recall asking for your advice, Gwendolyn!" Ben snapped. His cousin flinched as he spat her name in her face like an insult.

"You can't dominate pure power without the spark," she said. "It's hard enough for a pure anodite, let alone creatures like us! Ben, please, I'm doing this because you're my cousin and I love you. I don't want to see you get hurt."

"I won't!" Ben shouted. "So give me the stone and go away! I know what I'm doing!"

"No." Gwen's voice was firm. He knew she wasn't going to give in to him, anymore than he was going to surrender his fight.

His rage ebbed away into a sea of sorrow and insecurity. Ben felt like a small child all of a sudden. He didn't like the feeling—it made him shake with fear, made his stomach churn. He felt himself shaking like a leaf during a windstorm.

"Please," he whispered, looking deep into Gwen's eyes. "Give it back."

"I can't, Ben," she whispered back, just as desperate. "I can't risk losing you."

"I won't die!" he shrieked, like a wild animal. "Gwen, give it back! I need to have it back! I'll be okay! I'm strong enough now!"

"If you don't stop now," Gwen told him, "you'll lose control!"

But it was way too late for that. Ben felt himself slip into the raw emotions of anger and rage and pain. Yet somehow he had finally gotten the grip on his powers.

As Gwen started to turn away with the stone, Ben's mana fizzled on his fingertips. The power continued to grow. It engulfed his hands in a massive flare of blinding white light. It surrounded him like a storm.

"GIVE ME IT BACK!" He let out a bellow that was the very essence of his rage and pain, his fear and loss. Beams of light and mana streamed around the room and coalesced in front of Gwen's stunned face.

"Ben!" she cried. "Stop it! You'll kill yourself!"

He bellowed like a wild animal. _LEAVE ME ALONE!_ The walls of the house rippled as the mana of the universe was torn apart by his own mana. With another shriek, he thrust his hands in front of his face to push Gwen away.

The action forced his mana outward. He was beyond all reason and rationality.

_Thump_. The stone clattered to the ground as his mana engulfed Gwen's body.

The puppy cowered under one of the armchairs.

"AAAIGH!" Gwen's scream was lost in the roar of the mana before she was silenced forever by the white energy, sentenced to eternal sleep by the fearsome magic.

Ben took in the sights of his cousin as she fell, cold and stiff, charred and wounded. His mind didn't register what he saw at first. Then the horror washed over him, stronger than his mana. His mana was intense and powerful, strong and radiant. But his grief was even more so.

_I killed..._

His howl of pain and horror was louder than any blast of mana, even louder than Gwen's dying screams.

* * *

><p>Kevin's feet were up on the dining room table. His favorite band was blasting in the background. And for once, his mother wasn't objecting to either of those infractions on the house rules. And to top it all off, no aliens had been spotted in the area, and there was a slice of pizza left over from dinner last night, and it has his name written all over it.<p>

_If only every day was like this_, he thought. Lazing about, not having to worry about stupid aliens or other disasters.

His mom poked her head around the kitchen. She was carrying a tray of cookies. Kevin couldn't remember the last time he'd been home long enough to get dessert from his mom. Usually he was out with Ben and Gwen fighting aliens.

Thinking of Ben, Kevin felt a little uneasy. The Ultimatrix wielder hadn't been acting like himself recently.

He was insecure and always defensive, and he was so obsessed with that odd stone they'd found. Not to mention his new ability to use mana and anodite abilities. Kevin _was_ worried, but there was no way he would ever let _Ben_ know that.

_I thought Scary Grandma said he didn't have 'the spark' or whatever_, he thought. _Guess she was wrong_.

He bit into one of the cookies, savoring the taste. No one in the world was a better cook than his mom. It made him feel a little guilty that he was always out.

"I've been thinkin', Mom," he said. "From now on, I'm going to be home a bit more."

"I'm glad," his mom said brightly. "I want us to trust each other a bit more, Kevin."

He felt terrible about the way he'd acted as a child. He wanted to make up for it—wanted to make his mom's life nothing less than perfect. As much as the idea frightened him in the past, he was going to turn over a new leaf. He'd get his GED, stop stealing things, and become a model citizen. For his mom, for his best friend Ben, and for his girlfriend Gwen, he would make something of himself. He'd be someone others respected and looked up to. Someone his dad would be proud of.

His mom walked across the living room rug and put her hands over his. "I'm going to trust you from now on, Kevin, no matter what," she said. "So you can do the same with me. Okay?"

Kevin was speechless. After everything that had happened over the years, all was forgiven. His mother was giving him a new start, a clean slate. Another chance.

It was exactly what he wanted—what he always wanted—but he didn't know what to say. He'd gotten a clean slate from both Ben and Gwen, and when that happened he thought nothing in the world could make him happier. His mom was looked all excited, as if she were giving him a precious gift. And she was.

_I will make her proud_, Kevin promised. A handshake wouldn't be enough to express his gratitude and seal this deal.

He wasn't a very emotional person, but for this…

He threw himself off the couch and wrapped his small mom into a huge bear hug. But he was a little too forceful. The strength behind his tackle sent his mother crashing to the sofa.

"Yipe!" she squeaked, clinging to him. "Kevin, I'd forgotten how strong your emotional outbursts were."

Kevin squeezed her into a tighter hug, and his mom laughed. "This is going a bit far, Kev," she said. "I can't breathe."

Just then, there was a loud crash behind them. Kevin looked up for an alien in his living room, but when he saw what the cause of the noise was, he felt like an idiot. In his flying leap, he had caused a lamp to topple and fall off the coffee table. It lay in fragments on the floor.

_Great_, Kevin thought. _I get up to give my mom a hug—and I break a lamp_.

"I'll get the broom!" he volunteered suddenly. "Sorry!"

Moments later, as they gingerly picked up the pieces of the shattered lamp, Kevin's mom gently shook her head. "You're unbelievable," she joked. "How do you manage to cause trouble just by giving me a hug?"

"I don't know," Kevin said, a little embarrassed. "But things are going to be different from now on." He picked up the last pieces of the lamp and said, "I'll make you proud."

His mom laid her hand on his again. "I _am_ proud of you, Kevin," she said softly. "I've always been proud of you. Your dad would be, too."

_RIIINNGG!_

The shrill of the doorbell ringing broke Kevin from his moment of pure joy.

"Were you expecting someone?" his mom asked.

"No" he said. He checked the clock. It was about 8:00. "Maybe it's Ben and Gwen."

He unlocked the door and opened it. It wasn't either of them. It was Cooper Daniels, standing in the hall looking very worried. He had dark circles under his eyes, and his lips were set into a deep frown.

All the happiness drained from Kevin's body. Something was wrong. Very, _very_ wrong.

Cooper's voice was rushed. "We have to go," he said urgently. "It's Ben and Gwen! You have to convince your mom to let you out!"

Kevin's blood ran cold as ice. Something wasn't right, and if it involved Gwen and Ben, he needed to hurry. Were they hurt? Had they been captured by another alien? A list of horrible possibilities ran through his head, and he hated each and every one of them.

But he knew his mom wouldn't let him out. Another look at Cooper told him he needed to reconsider. Cooper was usually upbeat and carefree. Now he didn't look anything like that. He looked as if the weight of the world were on his shoulders.

"What happened?" he demanded.

"I don't know," Cooper confessed. "But something's wrong. I felt a terrible energy wave, mana or something, and then nothing. It came from Ben's house."

Before Kevin could say anything, his mom was right next to him at the front door.

"Who is it?" she asked as she stretched to peer over his shoulder. "Oh!" Her lips spread into a smile. "It's you, Cooper. How are you?"

"Mrs. Levin," Cooper said quickly, shaking his head. "Nothing's good right now. We need to go, now!"

Her face crumpled into a look of surprise and fear. "Is...is anyone hurt?"

"I don't know," he said again. "But please. I need Kevin's help."

She looked up into her son's dark eyes. Kevin saw the worry flash through them, and he wondered if this is what his mother went through every night: worrying about whether or not he was safe, if he and his friends were okay, if they were hurt or not.

"Mom, it's going to be okay," he said, placing his hands on her shoulders. "I promise."

"I trust you, Kevin," she said. "Come home soon."

He gave his mom another quick bear hug—careful not to knock anything over this time.

Cooper took off running as soon as the door shut behind Kevin. He was as fast as he was tall, and Kevin hated to admit that he had a bit of a hard time trying to keep up. When Kevin caught up, he saw that Cooper was trying to fight back tears. Whatever was happening, it was _not_ good.

Kevin ran right past his car, not bothering with it. His adrenaline made him faster than any vehicle.

_They'd better be okay_, he found himself thinking. He knew the way to Ben's house by heart—he spent so much time there, he was amazed he didn't live there.

He thought of Ben and Gwen. They'd trusted him even after all the shit he'd pulled. They'd given him a second chance, and neither one showed any sign of regretting it. Ben had told him two years ago that he thought of him as a big brother, and he was dating Gwen. Every day they both showed him just how important he was to them. They made him feel important, made him feel needed.

He couldn't lose them. He just couldn't...

_They've got to be okay. They're all right_. He thought it over and over, but he couldn't convince himself.

* * *

><p>It was so quiet it was almost eerie. Ben's house was like a ghost town, excluding the choking and mournful sounds coming from the living room.<p>

The air outside seemed so still, as it did before the start of a huge storm. And even the indoor air was still. Ben strained beyond his sobs to locate a familiar noise: the hum of the refrigerator, the beep of the washing machine, the crackling of the television wires. But there was nothing.

And nobody. Ben's parents had gone to see a movie. But which movie? And where?

He couldn't remember any details.

His parents weren't the only ones who could wander in at any second. Manny, Pierce, Grandpa Max, the Plumbers, Kevin…

Ben caught his breath at the thought of his Osmosian friend. What was Kevin going to_ think _when he saw this?

What would he think of the eerie stillness of the air around the house? What would he think of the charred outsides of the house left over from Ben's mana blast? What would he think of Ben sitting on the floor, crying like a child? What would he think of the tattered curtains and broken windows? What would he think about _the body on the floor?_

Ben forced himself to look at the figure lying motionless on the ruined rug.

Gwen was still and silent. His face, pale and white, was streaked with black lines. His fingers were slowly turning blue. His short hair, to her chin, was charred at the tips, and her eyes were closed. For a moment, Ben nearly tricked himself into thinking she was just asleep.

Ben felt his hands trembling. "What have I done?" he moaned. He couldn't remember what had happened. All he knew was that he felt a surge of incredible power—he could still feel it, deep down—and that he'd been trying to use that power to get rid of all of his enemies at once. And that he'd blasted Gwen, who took away his stone.

_Who cares about the fucking _stone_?_ Ben swatted the damn thing out of his sight with an agonized grunt. It clattered and broke in half against the support beam. Ben couldn't care any less about it if he tried.

_What should I do?_ he wondered. It wasn't like he could call the police or his parents or anything…

When he thought of 'absolute power', of power mad freaks and evil creatures who desired nothing but _more power_, Ben never thought of himself. Vilgax, yes. Kevin when he was eleven and creepy, driven insane by all the energy he'd absorbed. Those were what power mad freaks were like.

But not him. No, he was Ben Fucking Tennyson, for crying out loud.

He was supposed to be the hero. The hero always stood up for the weaker man. The hero always protected those who needed him. The hero always came when someone called. The hero—

...wasn't supposed to be a murderer...

And Ben, as far as he was concerned, had killed Gwen.

Whether it was by accident or not, intentional or not, he killed her. He'd lost control—_Just as Gwen had said I would_, he thought with a sad groan—and he'd killed her.

And now nothing in the world could make it right.

_Or can it?_

The power still coursed through his veins. He felt it—as strong as a gust of wind during a tornado, he felt it.

_I'm an anodite_, he thought, _and a damn powerful one at that. I have to try..._

Ben's cool and rational side reacted immediately. What if there was more danger?

But that calm and cool side was not in control.

Crawling helplessly over to his cousin's stiff form, Ben took her hand. He cringed at how cold she felt—how devoid of life she was. Now that he was an anodite, he could feel the energy pumping around the room. From everything except Gwen. Gwen was dark as the night sky without the stars and moon, as cold as the Arctic Ocean. All of her mana was gone, all of her energy dissipated.

"I'm sorry," he croaked. "I'll fix this. Don't worry, my Gwen. I'm going to fix this."

He jumped up, walked to a window, and stared out at the skyline of Bellwood. "There's no turning back now," he said, whether to himself or to Gwen's dead body, he didn't know. He felt his mana struggle to take control.

Returning to sit on the floor next to Gwen, he tried to relax. His chest still heaved with sobs, and his vision was still cloudy. His voice was weak and tear-filled when he tried to speak. He knew he couldn't try and control the power this time. Instead of trying to wrestle for control of it, he would just allow the magic power to take over and do as it pleased. Then he would give it nowhere to go but out, until it had no choice but to flow to the only object in the room void of any and all sort of mana. _Gwen_.

He thought of his cousin while he let his magic build. He thought of every time he saw her: that day when they were ten at the start of the summer, all the battles they'd fought together, all the aliens they'd stopped, all the friends they'd made. He relived every moment they spent together. He revisited every place they had gone together, all the good times and the bad. And he remembered how cruel he'd been to her all those years ago, insulting her, calling her names, even going so far as to underestimate her abilities.

_I'd take it all back in a heartbeat_.

Ben had stepped out of himself completely. Now his mana was in control. His emotions were in control. All he knew was that he needed Gwen more than anything else in the world—and he was going to bring her back and make right for what he had done. All he felt was that this time, his mana wouldn't fail him.

Out loud, he said, "I'll fix this, Gwen. I'm so sorry."

He stretched his hands out toward his cousin's lifeless corpse, as if by instinct.

For a moment, it looked like Gwen's eyelids twitched.

Ben felt an emotional rush of pain and excitement. Could it really be working?

Green mana melded around the body, poking at her arms and legs like a curious child. He realized, a moment later, that Gwen's eyelids hadn't been twitching. It was just a reflection of light. He closed his eyes and tried harder.

_This has to work... it has to!_

Nothing was happening. He closed his eyes so tight he thought his eyelids would rip. He grit his teeth and tried to channel all of his mana into Gwen. Nothing. Nothing, nothing, _nothing!_

"Why?" he shouted. "Why isn't it working?"

All at once, out of the corner of his eye, Ben was distracted by something. It was the puppy, inching forward slowly from under the armchair.

Ben's mind filled with rage, and his power seemed to swell. _That stupid dog_, he thought darkly. _Always interfering..._

But then he saw that the puppy was the least of his worries.

A small light was manifesting in the corner of the room, right in front of the puppy.

Slowly, the light took a shape that Ben was all too familiar with. Short and insignificant, yet strong enough to cause him to shake. The light vanished, and a frog-looking creature in green robes glared at him from the other side of the room with yellow eyes.

_Azmuth_.

Ben froze, shocked.

Azmuth stomped toward him with his eyes blazing. He looked pissed, even more than Ben had _ever_ seen him before in his life. "What have you done?" His voice, sharp and clear, rattled Ben to the core.

He reeled back an inch. "I—" He shook his head. "I didn't mean for this to—"

"Because of you, your cousin is dead!" Azmuth looked down at Gwen's corpse with a strange sense of sorrow, then returned his angry glance to Ben. "You've tainted yourself! You're no better than my no-good assistant Albedo!"

Paralyzed, Ben watched as Azmuth reached his tiny hand forward and placed it over the Ultimatrix's dial. "In the name of the Galvans," he said, "may the Ultimatrix return to its creator!"

"No!" Ben felt the Ultimatrix fizzle, and when he looked down, it was gone. His white wrist looked foreign to him.

"You've made your choice, Benjamin Tennyson!" Azmuth waved his hand, and the air around him glittered blue. "It's over. I said you were not fit to wield the Ultimatrix, and for a time, I thought you had proved this old Galvan wrong. That's not so. I was absolutely right. You are _not_ fit to wield it."

He turned away sharply. "From now on, you won't be able to make any more mistakes. I hope you've grown attached to those anodite powers of yours—they're the only thing that'll act as your company for a _long_ time."

_What?_ Could he really call trying to save Gwen from death a mistake?

"The Ultimatrix is no longer yours to control," Azmuth continued. "It has abandoned you."

Ben turned to look at Gwen. She looked so unnatural, all still and silent and lifeless. He reached his hand out to touch her, but Azmuth slapped his hand away with the butt of his staff.

"You are not worthy to even _look_ at your cousin," he said, each word like a slap in the face, "so don't try and touch her!"

Ben couldn't think. He could only feel. Rage. Purer than Rath, more vicious and darker than anything else he'd ever felt. "Who the hell do you think you are?" he screeched.

"This is your own fault, Tennyson!" Azmuth bellowed. "Because of your stupidity, your cousin is _dead_."

He lifted his staff and started to glitter blue again. Ben felt his skin tingle, and when he looked at his hand, he was teleporting, too. He saw that Gwen was also teleporting with them.

"You will be returned to Galvan Prime," Azmuth was saying, his voice as commanding as a king's, so loud it echoed through the screaming in Ben's warped mind. "You will be imprisoned there, alone, until I can think up a punishment befitting such a heinous crime!"

Those were the last words Ben heard before he was engulfed in a blaze of light and everything went silent.

* * *

><p>Inside the buildings of Galvan Prime, Azmuth rubbed his tiny hands together in unease.<p>

_I had hoped Paradox was wrong_, he thought. The time walker was known for spouting bits of the future every now and again just to mess with others, since the future wasn't set in stone, so Azmuth never took what he said to heart.

But his previous announcement had caught Azmuth off guard: _You will find yourself appalled by Benjamin Tennyson, and find yourself willing to end him_.

_I guess that time's now_.

Ben Tennyson was isolated in a distant corner of Galvan Prime, where none of his friends or family would stumble across him.

_I took the Ultimatrix away from him_, Azmuth thought. _But he still has his anodite powers. And they are erratic and unstable, just as his mind is now. He is a danger to himself and others_.

Azmuth shook his head, remembering the way Ben Tennyson had looked when he arrived.

_What is he doing now?_ Azmuth wondered. He turned to the reflective pool and looked into it, to observe what was happening in the cell not far away.

He saw the child, sobbing piteously in the corner of his cell, naked as a baby.

Somewhere deep below his anger, Azmuth felt a pinch of pity for the boy he once prided himself in calling his pupil. He quickly stuffed the emotion in the back of his mind. _This is no time for emotions_, he thought. _There's work to be done_.

He turned back to look at the reflective pool.

Ben Tennyson looked furious. He was gripping his wrist where the Ultimatrix once was. Tears dribbled down his cheeks—he cursed and spat like an animal. "Gwen," he moaned, scraping the tears from his eyes, rubbing his cheeks so hard they nearly bled. "Gwen. Gwen, I'm so sorry..."

Azmuth's mind whirled. Countless punishments, each worse than the last, flashed by like subliminal messages. Yet none of them seemed good enough, and all of them were much too cruel.

_I must be getting sentimental in my old age_, he thought.

"Oh no..." Ben's wail was the embodiment of agony and sorrow, and it rattled through Azmuth like a death cry. "What have I done?"

Azmuth closed his eyes. _It is time_.

He turned to the hall. It wasn't going to be easy, but he decided it had to be done. Ben Tennyson's friends and family... They were all there, in the hall, awaiting the final judgment.

_I better give them the orders_.

* * *

><p>Deep within the confines of Galvan Prime, Ben paced his cell like a caged animal, puffs of magical energy billowing around him like a cloud. At any other time, he might have found the mana clouds to be beautiful, calming even. But right now they looked about as appealing as the bars of his prison.<p>

The room was cold; the skin on his bare body prickled with goose bumps.

Azmuth's angry words kept echoing in his mind: "Because of your stupidity, your cousin is _dead_."

It felt like long hours had passed, but it might only have been a few seconds. Ben had no sense of time anymore. His cell had no windows, so he couldn't look at the skies of Galvan Prime and tell how long he'd been kept prisoner.

The events of the previous hours passed through his head as slowly as molasses.

The moment he and Azmuth arrived on Galvan Prime, his assistants took away Gwen's body. He remembered how hard he'd fought; the Galvans were much stronger than they looked. Or maybe it was just because Ben was overcome with so much guilt and rage that he wasn't thinking clearly.

As soon as Gwen was gone, the Galvans descended upon him.

They tore his clothes away, leaving him naked and exposed. Azmuth said it was because he was acting like an animal, so he needed to be treated like one. Ben knew it was actually an attempt to humiliate him.

_Too bad I'm beyond humiliation now_, he thought with a bitter laugh.

He glanced across the room in search of life. Nothing had worked out the way he had hoped. Gwen was dead, the Ultimatrix was gone, and he was alone.

Ben convulsed into another wild fit of sobs, crouching in the mana mist so no one who passed by could see him. Where were his mom and dad right now? What were they thinking as they walked into the house and found him gone, their house in ruins? Did Kevin know about it yet? Had Azmuth left the whole world to just assume he just vanished into thin air?

Was that the punishment Azmuth had thought up—letting his friends and family suffer by believing that he and Gwen vanished?

_Like I'm going to let that happen!_

Ben snorted and reached for the Ultimatrix—

Then stopped.

Azmuth had taken it away.

* * *

><p>It wasn't easy looking at all of their faces when he walked into the ornate circular main halls of Galvan Prime's. Azmuth had only met precious few of them, yet he knew them all.<p>

There were Sandra and Carl Tennyson, Ben Tennyson's mother and father. Sandra, the poor woman, was crying onto her husband's shoulder while he rubbed her back. His eyes were wet, his lips pulled in a tight line.

Kevin Levin and his mother sat the closest to Azmuth. The Osmosian looked ready to explode with either rage or sorrow. His expression was hard to read. His eyes darted around, searching for either Ben or Gwen, Azmuth imagined. His mother laced her arms around him and held him tight, blinking back her own tears.

There was Max Tennyson, sitting next to Sandra and Carl with an odd look on his face. He looked absolutely concerned. He looked as old as he truly was: old and fragile. Ben Tennyson's grandmother was nowhere in sight. Then again, Azmuth preferred not to get yet another anodite involved.

There were all of Ben's friends—Cooper Daniels, Alan and Pierce, Manny and Helen, Jimmy Jones and Julie Yamamoto, and so many others that Azmuth couldn't recall the names of. All friends from school or friends he'd made that he'd helped out.

There were Frank and Lili Tennyson, Gwen's mother and father. It was the most difficult to look at them—they had lost their daughter by their nephew's hand.

All their eyes turned to him as he walked into the room.

Breathlessly, Azmuth told them everything he knew: how the ripple of mana had caught his attention, and then how he'd found Ben Tennyson crying in his living room over his cousin Gwen's dead body.

"It's a tragedy that shouldn't have happened," he concluded. "But it _did_, and now we are left to deal with it."

The chamber fell silent as the council took Azmuth's words to heart. It was a tragedy that shouldn't have happened. Azmuth pretended to think, but he secretly watched their reactions out the corner of his oval eye. Did they understand how grave a situation this was? Did they truly understand how heinous a crime Ben Tennyson had committed? Or were they caught up on the things Ben Tennyson had done for them before, so much so that it outweighed the severity of the situation?

_They must understand how dangerous he is because his powers are ruled by emotions_, he thought. _He is a teenager, with an unstable mind and unstable, raw, immense powers_.

As the people in the stands started to shift in their seats, Azmuth let his eyes close. Now was the hardest part of the conversation.

"And now, this is my decision," he said. "You all must see how severe this situation is. Ben Tennyson cannot be allowed to roam free or go unpunished after this."

He lifted his head up high, locking eyes with everyone at once.

"When Ben Tennyson arrives, no one must speak to him."

He got the reaction he expected: everyone in the council started to speak at once. They were enraged. Kevin's voice was the loudest of all, screaming: "What? We're not allowed to talk to him? Are you insane?"

His parents were screaming that it wasn't fair that they couldn't speak to their son.

To Azmuth's surprise, even Gwen's parents were enraged. Max Tennyson told him that it wasn't right—they should be allowed to speak to Ben. His friends, those closest to Gwen even, told Azmuth he was a crazy old man.

"Listen to me," Azmuth said softly. Everyone in the hall fell as quiet as death. "I know Ben Tennyson was—_is_—an important person to you all. He is your friend, your son, your nephew, your grandson… And even now, he's still important to you all. But he did a horrible thing: he tried to mess with powers he didn't understand because he was mad with power, and now Gwendolyn Tennyson is dead."

Several of their expressions physically pained him, but he had to continue.

"Talking to him is a gift he doesn't deserve. He will receive his punishment in front of you all, and none of you will speak a word to him. No matter what he says, no matter what happens, no one is to say a single word to Ben Tennyson."

"You can't force us," Kevin growled from the stands. "The moment we see him, we're going to talk. There's nothing you can do to stop us."

He closed his eyes tight. _So it had to come to this. I didn't want to have to play this card, but they leave me no choice_.

"Very well," Azmuth said softly. Then he said loud enough for all of them to hear: "Anyone who speaks a word to Ben Tennyson will be taken out of this hall and executed."

For the longest time, no one in the hall said anything. Their faces were so frightened and stunned, Azmuth imagined this is what ultimate terror looked like—this is what Ben Tennyson must have felt when he saw Gwen's broken body before him. _My apprentices are doing their best to repair it enough to be presentable, but so far, it's rather difficult. Mana depletion and harm is often hard to repair_.

Azmuth drew back and turned to his soldiers. "Bring Ben Tennyson here," he commanded. "Get him ready for judgment."

_The time is now_, he told himself as his soldiers nodded and rushed away. _It's time for Benjamin Tennyson to be judged for his crime. And I know just the punishment_.

* * *

><p><em>So this is it<em>, Ben thought. _The moment of judgment is at hand_.

He was silent as they wrapped him up in his green robes—a low cut one-piece outfit that would better suit a woman his age. It felt weird: the garb was silk and comfortable, but Ben still didn't like it. How the Galvans had known to make a ceremonial dress in his colors and size was beyond him.

The miniature frog-aliens tied thick chains around his wrists, and Ben turned back into a wild animal. He snapped his teeth at them and let loose a snarl that scared him. The Galvans were less than amused by his strange outbursts—they jerked the chains taut and dragged him along.

"Let's go, Accursed," snarled a small Galvan.

Strangely, Ben didn't bother to answer. He thrust his chin high, and didn't look at anyone or anything.

* * *

><p>He was frightened when he saw all of his friends and family watching him. Yet he didn't look at them, didn't show that he cared.<p>

Ben walked bravely toward the majestic hall behind the Galvan soldiers, his gaze fixed squarely ahead of him. He dared not look at the imposing structure around him—the intricate carvings on the walls, the massive windows, the beautiful metallic sculptures.

_Once_, he remembered, _I thought Galvan Prime was amazing. Now, I don't know what to think anymore. Does this place really have trials and punishments? I know they have a dungeon—I was just there_.

Ben squeezed his eyes shut so he wouldn't start crying again. It was the end of his life as he knew it. It was already the end of his life as a hero and as Ben 10.

The only thing keeping him still going was Gwen's memory. He forgot the look on her face just before she died—the surprised gasp, the way her lips curled into a frightened O. He only let himself remember the good times: the days of summer when they weren't fighting, the days they spent at Mr. Smoothy after Kevin became their friend, the birthday parties they shared.

He crossed the threshold into the massive hall behind the Galvan soldiers humbly and quietly. His howls of rage had given way a long time ago. It was a waste of breath he knew he was going to need.

He was expecting angry screams as he walked in. All of his friends and family were there, watching him with strange looks.

They looked so sad and horrified. There was Kevin, his mom, Ben's own mom and his dad, his aunt and uncle, Grandpa Max, Manny, Pierce, Helen, Alan, Julie and Cooper, Jimmy, and so many others. Ben gazed at the ground, allowing the little frog-alien soldiers to guide him by his chains.

_Just put one foot in front of the other_, he thought. _That's all you have to do_.

Then, in his mind, something snapped.

_I will not let them see me cower!_ he decided. _I did something wrong, but I will take their judgment humbly and with pride_.

Ben defiantly shook his brown hair and lifted his head as he surveyed the room. He saw the looks his friends and family gave him, and they looked…concerned?

He forced his gaze to Azmuth. The oldest Galvan stared at him with the looks of a sage.

_This is it_, he thought. _I'm going to get what I deserve_.

The Galvan soldiers stopped in front of their master. They bowed their heads and dragged Ben's chains down. He knelt, not bothering to struggle.

Somewhere in the crowd, Ben heard someone whimper. His mom? His dad? _Kevin_? He didn't know.

"Benjamin Tennyson," Azmuth said to the boy at his feet. His voice was as clear and powerful as a gong. It rattled through Ben like an earthquake. "Your heinous crimes are punishable by death. However, it is not my wish to stain my world with your heathen blood. Nor is it my wish to banish you to another planet."

"You took the Ultimatrix," Ben whispered painfully. "Isn't that punishment enough?"

"No," Azmuth replied curtly. "In fact, I should punish you more for what you did to it. It's corrupted—tainted! You have stained this world in your cousin's blood and have ruined our worlds!"

Inside him, something vicious bubbled. His powers again? He didn't care anymore.

"Give it to Grandpa Max!" spat Ben. "That's what you wanted."

In the crowd, Grandpa Max averted his eyes. His face was pained and he mouthed something along the lines of, _Oh, Ben... I'm so, so sorry..._

"I cannot," Azmuth answered. "It is tainted. It has absorbed too much of your DNA, and anyone who wears it will be as corrupted as you."

A cold feeling washed over Ben. No matter what happened, he knew that he deserved it somewhere deep down. Another part of him felt like he shouldn't be judged by Azmuth of all people. He stole a glance at his friends and family.

They were all staring at him, their eyes so full of love, but there was another look there. Fear? Anger? Sorrow? Ben didn't blame them for feeling what they did.

Before his thoughts could take hold, Azmuth announced his decision, his cruel punishment: "Benjamin Tennyson, you are hereby sentenced to an eternity locked away in the Mountains. You are to be put in eternal sleep, never waking until the day when fire, water, earth, air, and light fuse into one."

_What?_

The collective silence in the hall was deafening.

Ben felt something roaring in his ears, as strong as waves. Azmuth was still speaking, and he struggled to hear him.

"The Mountains are the best punishment. Killing you is not an option, as I will not allow you to join your cousin in death so easily. And I do not wish to exile you, as you will find a way to return. This is not the worst punishment you could be given—this is one of the kinder ones. The Mountains are a special place where the five elements exist in perfect harmony, but never mix. You will be comforted in your sleep by the sounds around you. That is the only comfort I can offer."

Ben was frozen stiff. _No!_ he thought. _I can't be sent away from my friends, from my family!_

"You will sleep," Azmuth said softly, closing his eyes. "And you will think of what you have done—of the sorrow and the grief you have caused your loved ones."

His message was clear: the decision was final.

_No!_ Whatever happened, he couldn't lose his family! How was he going to make it right if he was sealed away? "You can't do that!" Ben bellowed. "It's wrong!"

"And you killing your cousin wasn't?" Azmuth's voice was so sharp that Ben sank back like a kicked puppy.

By this point, Ben knew it was futile.

_I hate you_.

Azmuth walked down from the altar and stepped in front of him. He lifted his tiny hand up and tapped it softly against Ben's forehead. It felt as warm as a brand.

_I hate you_.

He whispered some words in a language Ben didn't know, and his fingertips burned.

_I hate you_.

His mind felt as fuzzy as a cat's fur. His eyelids fluttered, and try as he might, he couldn't struggle. The dark feelings washed over him, lulling him to surrender, to trust, to fall into them. _We'll catch you_, the voices whispered, _and hold you for eternity_.

Looking up to his friends and family with his final conscious breaths, Ben saw that they still loved him. The situation was far from perfect, but in that moment, he vowed revenge. He could have brought Gwen back if Azmuth hadn't interfered. Azmuth, Azmuth, _Azmuth_. It was all Azmuth's fault.

_I _hate_ you..._

He felt a surge of rage well up inside him as his vision went black. There was nothing to calm him now, nothing to comfort him except the soft lull of distant voices, and the roars of his nightmares awaiting his arrival.

* * *

><p><em>I'm feeling so low,<em>  
><em>You can't understand,<em>  
><em>No one can know<em>

_I can't sleep tonight,_  
><em>Your face haunts my dreams,<em>  
><em>As I turn out the light<em>

_It happened so fast,_  
><em>I knew all at once,<em>  
><em>That none of this would last<em>

—Benjamin Tennyson

* * *

><p>Me: Oh my God, I can't believe I actually worked up the courage to post this after all this time. Anyway, I hope this story caught people's attention and that they wish to see more of Ben's punishment and how it will effect him in the long run.<p>

Lucy: Now, a few clarifying points for anyone who wasn't certain: on his eighteenth birthday, Ben and Gwen and Kevin went walking together, and Ben found this weird stone. When he touched it, it gave him access to his anodite powers, and he started to go a little crazy in the head because of the sudden onslaught of power. Gwen took the stone from him—both of them believing it to be controlling his powers, when in reality it was keeping them in check and making it easy for him to maintain control over them—and Ben, in a fit of rage, killed her. Azmuth took the Ultimatrix and punished Ben to spend a century in the Mountains, an area where he would think over his crimes.

Me: Now, again, I have nothing against Gwen, or Azmuth for that matter. I just needed to do this to them to make the story work.

Lucy: And Ke-Chan and I just love the idea of an anodite Ben. We were actually inspired by a few fan arts we saw on deviantart, all of which are done by some amazing artists. And we both agree that his anodite color would be green—and who's to say it's not, because no male anodites have appeared on the show yet.

Me: The second chapter (technically chapter one) will move right into the past, where Ben is still sixteen and hasn't done anything anodite yet. And you'll all see how this ties in together.

Lucy: Please remember that we are new to the Ben 10 fandom world, so our story may not be the best. It was just an idea that came to us that we wanted to pitch and see how it played out, and we are very proud of the results.

Me: We hope everyone enjoyed this and will stay onboard for what's to come. Plenty of plot twists and surprises!

Lucy: Please review! If this story didn't appeal to you, then please just wipe it from your memory and go find another story that does suit your needs. Fan fiction dot net is full of some awesome stories.


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